R0BTRAIN's Bad Ass Cinema: THX-1138

Southern California was a hotbed of film making talent in the late 1960’s. Film schools at the University of Southern California and UCLA were producing amazing artists, ready to set the world on fire. Unfortunately Hollywood was ignoring much of this talent. Hollywood was very set in its ways at the time. They produced studio pictures and younger talent was ignored because old film makers were reluctant to give up their place in the studio system.

Despite all the studios’ attempts to stifle change, audiences were no longer keen on seeing the same types of films that were popular a generation before. Musicals and Roman epics were on their way out and failing miserably at the box office. The biggest blow to studio films came in 1969 with the release of Easy Rider. That film, directed by and starring Dennis Hopper and co starring Peter Fonda, caused a stir with its story of motorcycles, sex and drugs. What the film lacked in budget, it made up for in raw intensity. Teenagers and twenty-something audiences ate the film up and studios were clamoring to find their own Easy Rider.

Warner Brothers believed they would find their film for the 18-24 year old market with American Zoetrope. Zoetrope was a small independent film company comprised of film graduates of UCLA and the University of Southern California. Heading up the studio were UCLA grad Francis Ford Coppola and USC grad George Lucas. They signed a multi-picture deal with Warner Bros. and hoped to have a bright future with the studio. Their first film was a remake of a short film Lucas had directed in college entitled THX 1138.


THX 1138 Starring Robert Duvall and Donald Pleasence. Directed by George Lucas

George Lucas’ directorial debut details the life THX 1138, played by Robert Duvall. He is a factory worker in an underground, futuristic society. He lives in a society where feelings are outlawed and sexuality is prohibited. Everyone has been robbed of even the most basic individual traits. All citizens shave their heads and dress in identical, white jumpsuits. Everyone is closely observed on surveillance monitors at a central headquarters. The underground city is a clinical, sterile environment. Citizens consume government regulated protein cubes and daily regimented drugs and sedatives.


THX’s daily existence basically consists of going to work, where he constructs the robotic police officers that enforce the laws of his society. After that he simply goes home to his sparsely furnished apartment where he watches their form of television and takes his sedatives. Lately though, doubt has crept into his mind. His reflexes are not as sharp as usual and he has not been feeling well.

THX suspects his troubles are coming from his roommate LUH 3417, played by Maggie McOmie. He believes she has been acting strangely, but can’t put his finger on exactly what she’s been doing. His feelings are not unfounded as LUH has been decreasing both of their strictly controlled drug intakes. THX’s roommate does not reveal what she has done until one night he collapses in front of her from withdrawal from the drugs. At this time she reveals her love for him and they both experience making love for the first time. They agree to secretly stop taking the mind dulling drugs the government insists upon. Unbeknownst to them, they are watched the entire time on surveillance camera.

The following day the two are incarcerated. THX is discovered when he makes a mistake on the job. His body betrays his secret by exhibiting emotions. He is not able to handle the stress of his job, due to the absence of the regular sedatives. His trial is quick, but “merciful” as THX is imprisoned for reeducation, rather than being executed. He is forced to undergo tests and experiments where others have control of his mind and body. THX is allowed to reunite with LUH only briefly. They make love one more time and she tells him she pregnant. THX tries hard to fight off the guards that come for LUH, but he is unable.


THX is placed in a seemingly unending, blank white room with others the government has decreed deviants. The other inmates include men babbling on against the government as well as the mentally handicapped. When THX can stand the situation no more, he simply walks off looking for an exit to this labyrinth of captivity. Going with him is SEN 5241 played by Donald Pleasence, who also wants to get out, but is much more cautious than THX. While trying to find their exit they meet up with SRT (Don Pedro Colley) who is also trying to leave and thinks he has found the out. He leads them to a door which is unguarded.

The final third of the film involves THX’s attempt to escape the underground city with his new compatriots. The Robotic Enforcers of the city try their best to run the fleeing men down as THX steals a rocket car to try and make it to the city’s outer boundary. The film’s final act also involves THX trying to find LUH so they can escape together.


When Warner Bros. finally saw the film they had invested $777,777.77 in, they were horrified. The film was not what they wanted at all. Instead of a film that would reach a wide ranging youth market, they received a film about an Orwellian future, with little action and challenging ideas. The studio pulled the film’s marketing budget and re-cut the film out of spite. The studio also went back on the contract it had signed with American Zoetrope. Projects including The Conversation and Apocalypse Now were now cancelled and all involved mortified by the seeming failure of American Zoetrope.

What Warner Brothers did not expect is that Zoetrope would take many of their projects to other studios. They also underestimated how much talent they had let go. Francis Ford Coppola would go to Paramount on a project where he would adapt and direct a small crime novel by Mario Puzo. When all was said and done, The Godfather was a world wide smash and winner of three Oscars including Best Picture and Best Actor.

Coppola’s next project, The Conversation was nominated for Best Picture by the Academy and won the Golden Palm Award for Best Picture at the Cannes Film Festival. Apocalypse Now is today considered perhaps the greatest War film ever made and also won the Golden Palm. Then there are the works of George Lucas, which Warner Bros. also missed out on.


After the failure of THX-1138 Coppola suggested Lucas do something fun for his next project. The director would take experiences from his youth with cars and Rock and Roll, and make the semi autobiographical American Graffiti. Perhaps if this had been the first project from Zoetrope instead of THX 1138 then things would have turned out differently for the studio. Graffiti established Lucas as a viable commercial film maker and confirmed his talent as a director. It also went on to a Best Picture nomination in 1974. Lucas would then go on to make another science fiction film.

It was not until much later that THX 1138 was rediscovered as the visionary film that it is. Lucas worked on a miniscule budget and yet gave the film a visually memorable look. Amazingly Lucas left most of the locations unaltered. He simply found settings that he though looked futuristic and went with those locations. A San Francisco mall stood in for the consumption area in the film. An unfinished subway system was used for the final chase scene with the Robot cops on motorcycles. Hospitals stood in for the communal living areas. The films biggest set was the asylum used to hold THX and SEN. The actual set was an abandoned nuclear reactor that was painted white. The room seemed to go on for miles because no one could see the end of it. Cameras did not need to be moved for shots because it did not matter where it was placed. The actors would just walk in a different spot than the shot they had before.


Robert Duvall gives a very sympathetic performance as THX. He is very reluctant to give up his drone-like lifestyle at first, but when he realizes his feeling for LUH it changes him. He is an everyman just trying to realize his human potential in a society that fears true humanity. Duvall is very subtle and understated in the film, which makes the performance very natural.

Duvall’s role is the best in the film, but others are nearly as good. Donald Pleasence’s SEN is very effective with his mousy, nervous personality. It is hard to tell what his intentions are with THX when he is initially introduced into the film, but as it goes on, SEN reveals himself as someone trying to really help THX and Duvall’s character seems genuinely concerned for him. Maggie McOmie is quite good in the only performance of her career. Her LUH is a very touching role and we feel sorry for her as she’s taken away from THX. There’s a good onscreen chemistry between the two as she lovingly calls Duvall’s protagonist “Thex” and he simply calls her “Luh”.

THX 1138 was finally given the proper release it deserved in 2004 when Warner Bros. released the film in a special Director’s Cut. Lucas went back in and spruced up many of the visual effects in the film, giving the film a better scope. What is evident in the Director’s Cut is how effective the film is even without complex special effects. Much of the look of the film stands on its own. Also it is evident how large a role sound plays in how strong the film is. Lucas and Sound Designer Walter Murch were able to set the mood of the film very successfully by mixing in different radio sounds, uniformly monotone voices and other subtle sound effects. The score by Lalo Schifrin, the composer for films such as Enter the Dragon and Dirty Harry also brings clarity to the mood Lucas is trying to convey. His score here is as atmospheric as any other of his career.


THX 1138 was a vastly under appreciated film that has steadily grown in reputation as time has gone on. Perhaps this early failure is the impetus that inspired Lucas to do more successful works, which fortunately he has done. Perhaps if THX had been successful, Star Wars might have never come into being. Lucas learned valuable lessons the hard way about how studios can be your best friend if things are going well and they like your product, but they can turn on you in an instant when it becomes about the bottom dollar. THX ends up being about gaining personal freedom, which Lucas has more of than any film maker in the business right now.

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